Louw and Other v Nel (45/10) [2010] ZASCA 161; 2011 (2) SA 172 (SCA) ; [2011] 2 All SA 495 (SCA) (1 December 2010)

Louw and Other v Nel (45/10) [2010] ZASCA 161; 2011 (2) SA 172 (SCA) ; [2011] 2 All SA 495 (SCA) (1 December 2010)

The Supreme Court of Appeal held that the appeal and cross appeal must fail. The appellants' consent to the buy-out of Nel's shares constituted a judicial admission, and Nel was not entitled to further relief beyond what was consented to. The respondent failed to establish a factual basis for relief against the additional Lejara entities, many of which were not parties to the proceedings, and the expanded relief sought was unsupported by evidence. The disputes of fact regarding the alleged diversion of business and asset stripping could not be resolved on the papers and required oral evidence, which was neither sought nor provided. The court found that the costs order of the court below...

Citation
[2010] ZASCA 161
Parties
Appellant: Johannes Petrus Louw; Appellant: Willem Hofmeyr du Preez; Appellant: Lucas Lejara Mothupi; Appellant: Kurt Andy Lindoor; Appellant: Lejara Business Intelligence (Pty) Ltd; Appellant: Lejara Investment Holdings; Appellant: Lejara ERP Solutions (Pty) Ltd; Appellant: Lejara Information Management (Pty) Ltd; Appellant: Lejara Enterprise Solutions (Pty) Ltd; Appellant: Lejara Enterprise Outsourcing (Pty) Ltd; Appellant: Lejara Change Management (Pty) Ltd; Respondent: Christiaan Hendrik Nel
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
1 December 2010
Case Number
45/10
Procedural Posture
Civil Appeal / Appeal From North Gauteng High Court (pretoria), Judgment Delivered
Outcome
Both the appeal and cross appeal are dismissed. The costs order of the court below is set aside and replaced.
Judges
Lewis, Ponnan, Mhlantla, Shongwe, Bertelsmann
Legal Topics
Oppression of Minority Shareholders, Companies Act Section 252, Winding Up, Disputes of Fact, Remedies for Unfair Conduct
Commercial and Corporate Civil Procedure Oppression of Minority Shareholders Companies Act Section 252 Winding Up Disputes of Fact Remedies for Unfair Conduct

Case Brief

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Parties

Johannes Petrus Louw

Appellant

Willem Hofmeyr du Preez

Appellant

Lucas Lejara Mothupi

Appellant

Kurt Andy Lindoor

Appellant

Lejara Business Intelligence (Pty) Ltd

Appellant

Lejara Investment Holdings

Appellant

Lejara ERP Solutions (Pty) Ltd

Appellant

Lejara Information Management (Pty) Ltd

Appellant

Lejara Enterprise Solutions (Pty) Ltd

Appellant

Lejara Enterprise Outsourcing (Pty) Ltd

Appellant

Lejara Change Management (Pty) Ltd

Appellant

Christiaan Hendrik Nel

Respondent

Procedural Posture

Civil Appeal / Appeal From North Gauteng High Court (pretoria), Judgment Delivered

Legal Issues

  1. 1 Whether the affairs of the company were conducted in a manner unfairly prejudicial, unjust or inequitable to the respondent.
  2. 2 Whether the respondent was entitled to relief under section 252 of the Companies Act after the company had been wound up.
  3. 3 Whether the disputes of fact could be resolved on the papers without oral evidence.

Ratio Decidendi

The Supreme Court of Appeal held that the appeal and cross appeal must fail. The appellants' consent to the buy-out of Nel's shares constituted a judicial admission, and Nel was not entitled to further relief beyond what was consented to. The respondent failed to establish a factual basis for relief against the additional Lejara entities, many of which were not parties to the proceedings, and the expanded relief sought was unsupported by evidence. The disputes of fact regarding the alleged diversion of business and asset stripping could not be resolved on the papers and required oral evidence, which was neither sought nor provided. The court found that the costs order of the court below...

Court Disposition

Both the appeal and cross appeal are dismissed. The costs order of the court below is set aside and replaced.

Orders

  • Both the appeal and cross appeal are dismissed, in each instance with costs, such costs, where applicable, to include those consequent upon the employment of two counsel.
  • Paragraph 2 of the order of the court below is set aside and substituted with: 'The applicant is ordered to pay the costs of the application.'